TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 1st day of June, 1999, between INVESCO
TREASURER'S SERIES FUNDS, INC., a Maryland corporation, having its principal
office and place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as the "Fund") and INVESCO FUNDS GROUP, INC., a
Delaware corporation, having its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Transfer
Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth,
the Fund and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
(a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary, Treasurer, or
any other person, whether or not any such person is an
officer or employee of the Fund, duly authorized to give
Oral Instructions and Written Instructions on behalf of the
Fund as indicated in a certification as may be received by
the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is
actually received by the Transfer Agent and signed on behalf
of the Fund by any two officers thereof;
(c) "Commission" shall have the meaning given it in the 1940
Act;
(d) "Custodian" refers to the custodian of all of the securities
and other moneys owned by the Fund;
(e) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(f) "Prospectus" shall mean the currently effective prospectus
relating to the Fund's Shares registered under the
Securities Act of 1933;
(g) "Shares" refers to the shares of common stock, $.01 par
value, of the Fund;
(h) "Shareholder" means a record owner of Shares;
(i) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver
is able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(j) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended
from time to time.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does
hereby represent and warrant to the Fund that it has an
effective registration statement on SEC Form TA-1 and,
accordingly, has duly registered as a transfer agent as
provided in Section 17A(c) of the Securities Exchange Act of
1934.
3. APPOINTMENT OF THE TRANSFER AGENT. The Fund hereby appoints
and constitutes the Transfer Agent as transfer agent for all
of the Shares of the Fund authorized as of the date hereof,
and the Transfer Agent accepts such appointment and agrees to
perform the duties herein set forth. If the board of directors
of the Fund hereafter reclassifies the Shares, by the creation
of one or more additional series or otherwise, the Transfer
Agent agrees that it will act as transfer agent for the Shares
so reclassified on the terms set forth herein.
4. COMPENSATION.
(a) The Fund will initially compensate the Transfer Agent for
its services rendered under this Agreement in accordance
with the fees set forth in the Fee Schedule annexed hereto
and incorporated herein.
(b) The parties hereto will agree upon the compensation for
acting as transfer agent for any series of Shares
hereafter designated and established at the time that the
Transfer Agent commences serving as such for said series,
and such agreement shall be reflected in a Fee Schedule
for that series, dated and signed by an authorized officer
of each party hereto, to be attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Fee
Schedule, dated and signed by an authorized officer of
each party hereto, and a certified copy of the resolution
of the board of directors of the Fund authorizing such
revised Fee Schedule.
(d) The Transfer Agent will ▇▇▇▇ the Fund as soon as
practicable after the end of each calendar month, and said
▇▇▇▇▇▇▇▇ will be detailed in accordance with the Fee
Schedule for the Fund. The Fund will promptly pay to the
Transfer Agent the amount of such billing.
5. DOCUMENTS. In connection with the appointment of the Transfer
Agent, the Fund shall, on or before the date this Agreement
goes into effect, file with the Transfer Agent the following
documents:
(a) A certified copy of the Articles of Incorporation of the
Fund, including all amendments thereto, as then in effect;
(b) A certified copy of the Bylaws of the Fund, as then in
effect;
(c) Certified copies of the resolutions of the board of
directors authorizing this Agreement and designating
Authorized Persons to give instructions to the Transfer
Agent;
(d) A specimen of the certificate for Shares of the Fund in
the form approved by the board of directors, with a
certificate of the Secretary of the Fund as to such
approval;
(e) All account application forms and other documents relating
to Shareholder accounts;
(f) A certified list of Shareholders of the Fund with the
name, address and tax identification number of each
Shareholder, and the number of Shares held by each,
certificate numbers and denominations (if any certificates
have been issued), lists of any accounts against which
stops have been placed, together with the reasons for said
stops, and the number of Shares redeemed by the Fund;
(g) Copies of all agreements then in effect between the Fund
and any agent with respect to the issuance, sale, or
cancellation of Shares; and
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares.
6. FURTHER DOCUMENTATION. The Fund will also furnish from time to
time the following documents:
(a) Each resolution of the board of directors authorizing the
original issue of Shares;
(b) Each Registration Statement filed with the Commission, and
amendments and orders with respect thereto, in effect with
respect to the sale of Shares of the Fund;
(c) A certified copy of each amendment to the Articles of
Incorporation and the Bylaws of the Fund;
(d) Certified copies of each resolution of the board of
directors designating Authorized Persons to give
instructions to the Transfer Agent;
(e) Certificates as to any change in any officer, director, or
Authorized Person of the Fund;
(f) Specimens of all new certificates for Shares accompanied
by the Fund's resolutions of the board of directors
approving such forms; and
(g) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for the
Transfer Agent in the proper performance of its duties.
7. CERTIFICATES FOR SHARES AND RECORDS PERTAINING THERETO.
-------------------------------------------------------------
(a) At the expense of the Fund, the Transfer Agent shall
maintain an adequate supply of blank share certificates
to meet the Transfer Agent's requirements therefor. Such
share certificates shall be properly signed by facsimile.
The Fund agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund whose
signature appears on such certificates, the Transfer
Agent may continue to countersign certificates which bear
such signatures until otherwise directed by the Fund.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares
of the Fund in accordance with the instructions of the
Fund and to confirm such issuance to the Shareholder and
the Fund or its designee.
(c) The Fund hereby authorizes the Transfer Agent to issue
replacement share certificates in lieu of certificates
which have been lost, stolen or destroyed, without any
further action by the board of directors or any officer
of the Fund, upon receipt by the Transfer Agent of
properly executed affidavits or lost certificate bonds,
in form satisfactory to the Transfer Agent, with the Fund
and the Transfer Agent as obligees under any such bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented
thereby and the holder of record. The Transfer Agent
shall further maintain a stop transfer record on lost
and/or replaced certificates.
(e) The Transfer Agent may establish such additional rules
and regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally
adopted by transfer agents.
8. Sale of Fund Shares.
-------------------
(a) Whenever the Fund or its authorized agent shall sell or
cause to be sold any Shares, the Fund or its authorized
agent shall provide or cause to be provided to the
Transfer Agent information including: (i) the number of
Shares sold, trade date, and price; (ii) the amount of
money to be delivered to the Custodian for the sale of
such Shares; (iii) in the case of a new account, a new
account application or sufficient information to
establish an account.
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares
of the Fund and drawn or endorsed to the Transfer Agent
as agent for, or identified as being for the account of,
the Fund, promptly deposit such check or other payment to
the appropriate account postings necessary to reflect the
investment. The Transfer Agent will notify the Fund, or
its designee, and the Custodian of all purchases and
related account adjustments.
(c) Upon receipt of the notification required under paragraph
(a) hereof and the notification from the Custodian that
such money has been received by it, the Transfer Agent
shall issue to the purchaser or his authorized agent such
Shares as he is entitled to receive, based on the
appropriate net asset value of the Fund's Shares,
determined in accordance with applicable federal law or
regulation, as described in the Prospectus for the Fund.
In issuing Shares to a purchaser or his authorized agent,
the Transfer Agent shall be entitled to rely upon the
latest written directions, if any, previously received by
the Transfer Agent from the purchaser or his authorized
agent concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue any
Shares of the Fund where it has received Written
Instructions from the Fund or written notification from
any appropriate federal or state authority that the sale
of the Shares of the Fund has been suspended or
discontinued, and the Transfer Agent shall be entitled to
rely upon such Written Instructions or written
notification.
(e) Upon the issuance of any Shares of the Fund in accordance
with the foregoing provision of this Article, the
Transfer Agent shall not be responsible for the payment
of any original issue or other taxes required to be paid
by the Fund in connection with such issuance.
9. RETURNED CHECKS. In the event that any check or other order
for the payment of money is returned unpaid for any reason,
the Transfer Agent will: (i) give prompt notice of such return
to the Fund or its designee; (ii) place a stop transfer order
against all Shares issued or held on deposit as a result of
such check or order; (iii) in the case of any Shareholder who
has obtained redemption checks, place a stop payment order on
the checking account on which such checks are issued; and (iv)
take such other steps as the Transfer Agent may, in its
discretion, deem appropriate or as the Fund or its designee
may instruct.
10. REDEMPTIONS.
(a) Redemptions By Mail or In Person. Shares of the Fund will
be redeemed upon receipt by the Transfer Agent of: (i) a
written request for redemption, signed by each registered
owner exactly as the Shares are registered; (ii)
certificates properly endorsed for any Shares for which
certificates have been issued; (iii) signature guarantees
to the extent required by the Transfer Agent as described
in the Prospectus for the Fund; and (iv) any additional
documents required by the Transfer Agent for redemption
by corporations, executors, administrators, trustees and
guardians.
(b) Wire Orders or Telephone Redemptions. The Transfer Agent
will, consistent with procedures which may be established
by the Fund from time to time for redemption by wire or
telephone, upon receipt of such a wire order or telephone
redemption request, redeem Shares and transmit the
proceeds of such redemption to the redeeming Shareholder
as directed. All wire or telephone redemptions will be
subject to such additional requirements as may be
described in the Prospectus for the Fund. Both the Fund
and the Transfer Agent reserve the right to modify or
terminate the procedures for wire order or telephone
redemptions at any time.
(c) Processing Redemptions. Upon receipt of all necessary
information and documentation relating to a redemption,
the Transfer Agent will issue to the Custodian an advice
setting forth the number of Shares of the Fund received
by the Transfer Agent for redemption and that such shares
are valid and in good form for redemption. The Transfer
Agent shall, upon receipt of the moneys paid to it by the
Custodian for the redemption of Shares, pay such moneys
to the Shareholder, his authorized agent or legal
representative.
11. Transfers and Exchanges. The Transfer Agent is authorized to
review and process transfers of Shares of the Fund and to the
extent, if any, permitted in the Prospectus for the Fund,
exchanges between the Fund and other mutual funds advised by
INVESCO Funds Group, Inc., on the records of the Fund
maintained by the Transfer Agent. If Shares to be transferred
are represented by outstanding certificates, the Transfer
Agent will, upon surrender to it of the certificates in proper
form for transfer, and upon cancellation thereof, countersign
and issue new certificates for a like number of Shares and
deliver the same. If the Shares to be transferred are not
represented by outstanding certificates, the Transfer Agent
will, upon an order therefor by or on behalf of the registered
holder thereof in proper form, credit the same to the
transferee on its books. If Shares are to be exchanged for
Shares of another mutual fund, the Transfer Agent will process
such exchange in the same manner as a redemption and sale of
Shares, except that it may in its discretion waive
requirements for information and documentation.
12. RIGHT TO SEEK ASSURANCES. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is legally
authorized, and it shall incur no liability for the refusal,
in good faith, to make transfers or redemptions which the
Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis
for any claims adverse to such transfer or redemption. The
Transfer Agent may, in effecting transfers, rely upon the
provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code,
as the same may be amended from time to time, which in the
opinion of legal counsel for the Fund or of its own legal
counsel protect it in not requiring certain documents in
connection with the transfer or redemption of Shares of the
Fund, and the Fund shall indemnify the Transfer Agent for any
act done or omitted by it in reliance upon such laws or
opinions of counsel to the Fund or of its own counsel.
13. DISTRIBUTIONS.
(a) The Fund will promptly notify the Transfer Agent of the
declaration of any dividend or distribution. The Fund
shall furnish to the Transfer Agent a resolution of the
board of directors of the Fund certified by the Secretary
authorizing the declaration of dividends and authorizing
the Transfer Agent to rely on Oral Instructions or a
Certificate specifying the date of the declaration of
such dividend or distribution, the date of payment
thereof, the record date as of which Shareholders
entitled to payment shall be determined, the amount
payable per share to Shareholders of record as of that
date, and the total amount payable to the Transfer Agent
on the payment date.
(b) The Transfer Agent will, on or before the payable date of
any dividend or distribution, notify the Custodian of the
estimated amount of cash required to pay said dividend or
distribution, and the Fund agrees that, on or before the
mailing date of such dividend or distribution, it shall
instruct the Custodian to place in a dividend disbursing
account funds equal to the cash amount to be paid out.
The Transfer Agent, in accordance with Shareholder
instructions, will calculate, prepare and mail checks to,
or (where appropriate) credit such dividend or
distribution to the account of, Fund Shareholders, and
maintain and safeguard all underlying records.
(c) The Transfer Agent will replace lost checks upon receipt
of properly executed affidavits and maintain stop payment
orders against replaced checks.
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested
in Shares of the Fund.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
board of directors of the Fund.
(f) If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payment to all
Shareholders of the Fund as of the record date, the
Transfer Agent shall, upon notifying the Fund, withhold
payment to all Shareholders of record as of the record
date until such sufficient cash is provided to the
Transfer Agent.
14. OTHER DUTIES. In addition to the duties expressly provided for
herein, the Transfer Agent shall perform such other duties and
functions as are set forth in the Fee Schedules(s) hereto from
time to time.
15. TAXES. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividends and capital gain distributions with the proper
federal, state and local authorities as are required by law to
be filed by the Fund and shall withhold such sums as are
required to be withheld by applicable law.
16. BOOKS AND RECORDS.
(a) The Transfer Agent shall maintain records showing for
each investor's account the following: (i) names,
addresses, tax identifying numbers and assigned account
numbers; (ii) numbers of Shares held; (iii) historical
information regarding the account of each Shareholder,
including dividends paid and date and price of all
transactions on a Shareholder's account; (iv) any stop or
restraining order placed against a Shareholder's account;
(v) information with respect to withholdings in the case
of a foreign account; (vi) any capital gain or dividend
reinvestment order, plan application, dividend address
and correspondence relating to the current maintenance of
a Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates;
and (viii) any information required in order for the
Transfer Agent to perform the calculations contemplated
or required by this Agreement.
(b) Any records required to be maintained by Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed
in Rule 31a-2 under the 1940 Act. Such records may be
inspected by the Fund at reasonable times. The Transfer
Agent may, at its option at any time, and shall forthwith
upon the Fund's demand, turn over to the Fund and cease
to retain in the Transfer Agent's files, records and
documents created and maintained by the Transfer Agent in
performance of its services or for its protection. At the
end of the six-year retention period, such records and
documents will either be turned over to the Fund, or
destroyed in accordance with the Fund's authorization.
17. SHAREHOLDER RELATIONS.
(a) The Transfer Agent will investigate all Shareholder
inquiries related to Shareholder accounts and respond
promptly to correspondence from Shareholders.
(b) The Transfer Agent will address and mail all
communications to Shareholders or their nominees,
including proxy material and periodic reports to
Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards,
report on proxies voted prior to meetings, and certify to
the Secretary of the Fund Shares to be voted at meetings.
18. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any
paper or document believed by it to be genuine and to
have been signed by an Authorized Person and shall not be
held to have any notice of any change of authority of any
person until receipt of written certification thereof
from the Fund. It shall also be protected in processing
Share certificates which it reasonably believes to bear
the proper manual or facsimile signatures of the officers
of the Fund and the proper countersignature of the
Transfer Agent.
(b) At any time the Transfer Agent may apply to any
Authorized Person of the Fund for Written Instructions,
and, at the expense of the Fund, may seek advice from
legal counsel for the Fund, with respect to any matter
arising in connection with this Agreement, and it shall
not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such
Written Instructions or with the opinion of such counsel.
In addition, the Transfer Agent, its officers, agents or
employees, shall accept instructions or requests given to
them by any person representing or acting on behalf of
the Fund only if said representative is known by the
Transfer Agent, its officers, agents or employees, to be
an Authorized Person. The Transfer Agent shall have no
duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any
act done by it upon the request or direction of
Authorized Persons of the Fund.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(i) the legality of the issue or sale of any Shares of
the Fund, or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any
Shares of the Fund, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of
any dividend by the Fund, or the legality of the issue of
any Shares of the Fund in payment of any stock dividend;
or (iv) the legality of any recapitalization or
readjustment of the Shares of the Fund.
19. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this
Agreement, employ agents or attorneys in fact, and shall
not be liable for any loss arising out of or in
connection with its actions under this Agreement so long
as it acts in good faith and with due diligence, and is
not negligent or guilty of any willful misconduct.
(b) The Fund hereby agrees to indemnify and hold harmless the
Transfer Agent from and against any and all claims,
demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature
which the Transfer Agent may sustain or incur or which
may be asserted against the Transfer Agent by any person
by reason of, or as a result of: (i) any action taken or
omitted to be taken by the Transfer Agent in good faith
in reliance upon any Certificate, instrument, order or
stock certificate believed by it to be genuine and to be
signed, countersigned or executed by any duly Authorized
Person, upon the Oral Instructions or Written
Instructions of an Authorized Person of the Fund or upon
the opinion of legal counsel for the Fund or its own
counsel; or (ii) any action taken or omitted to be taken
by the Transfer Agent in connection with its appointment
in good faith in reliance upon any law, act, regulation
or interpretation of the same even though the same may
thereafter have been altered, changed, amended or
repealed. However, indemnification hereunder shall not
apply to actions or omissions of the Transfer Agent or
its directors, officers, employees or agents in cases of
its own gross negligence, willful misconduct, bad faith,
or reckless disregard of its or their own duties
hereunder.
20. AFFILIATION BETWEEN FUND AND TRANSFER AGENT. It is understood
that the directors, officers, employees, agents and Shareholders
of the Fund, and the officers, directors, employees, agents and
shareholders of the Fund's investment adviser, INVESCO Funds
Group, Inc. (the "Adviser"), are or may be interested in the
Transfer Agent as directors, officers, employees, agents,
shareholders, or otherwise, and that the directors, officers,
employees, agents or shareholders of the Transfer Agent may be
interested in the Fund as directors, officers, employees, agents,
shareholders, or otherwise, or in the Adviser as officers,
directors, employees, agents, shareholders or otherwise.
21. TERM.
----
(a) This Agreement shall become effective on June 1, 1999
after approval by vote of a majority (as defined in the
▇▇▇▇ ▇▇▇) of the Fund's board of directors, including a
majority of the directors who are not interested persons
of the Fund (as defined in the 1940 Act), and shall
continue in effect for an initial term expiring June 1,
2000 and from year to year thereafter, so long as such
continuance is specifically approved at least annually
both: (i) by either the board of directors or the vote of
a majority of the outstanding voting securities of the
Fund; and (ii) by a vote of the majority of the directors
who are not interested persons of the Fund (as defined in
the ▇▇▇▇ ▇▇▇) cast in person at a meeting called for the
purpose of voting upon such approval.
(b) Either of the parties hereto may terminate this Agreement
by giving to the other party a notice in writing
specifying the date of such termination, which shall not
be less than 60 days after the date of receipt of such
notice. In the event such notice is given by the Fund, it
shall be accompanied by a resolution of the board of
directors, certified by the Secretary, electing to
terminate this Agreement and designating a successor
transfer agent.
22. AMENDMENT. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the formality of this Agreement, and (i)
authorized or approved by the resolution of the board of
directors, including a majority of the directors of the Fund
who are not interested persons of the Fund as defined in the
1940 Act, or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940 Act.
23. SUBCONTRACTING. The Fund agrees that the Transfer Agent may,
in its discretion, subcontract for certain of the services to
be provided hereunder; provided, however, that the transfer
agent will be liable to the Fund for any loss arising out of
or in connection with the actions of any subcontractor, if the
subcontractor fails to act in good faith and with due
diligence or is negligent or guilty of any willful misconduct.
24. MISCELLANEOUS.
(a) Any notice and other instrument in writing,
authorized or required by this Agreement to be given
to the Fund or the Transfer Agent, shall be
sufficiently given if addressed to that party and
mailed or delivered to it at its office set forth
below or at such other place as it may from time to
time designate in writing.
To the Fund:
INVESCO Treasurer's Series Funds, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
To the Transfer Agent:
INVESCO Funds Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
(b) This Agreement shall not be assignable and in the
event of its assignment (in the sense contemplated by
the 1940 Act), it shall automatically terminate.
(c) This Agreement shall be construed in accordance with
the laws of the State of Colorado.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original; but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice
ATTEST: President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated June 1, 1999,
between INVESCO Treasurer's Series Funds, Inc. (the "Fund") and INVESCO Funds
Group, Inc. as Transfer Agent (the "Agreement").
ACCOUNT MAINTENANCE CHARGES. INVESCO, pursuant to the terms of the
Advisory Agreement dated June 1, 1999, will not charge the Funds any fees under
this Transfer Agency Agreement. However, this commitment may be changed
following consultation with the board of directors.
EXPENSES. The Fund shall not be liable for reimbursement to the
Transfer Agent of expenses incurred by it in the performance of services
pursuant to the Agreement, provided, however, that nothing herein or in the
Agreement shall be construed as affecting in any manner any obligations assumed
by the Fund with respect to expense payment or reimbursement pursuant to a
separate written agreement between the Fund and the Transfer Agent or any
affiliate thereof.
Effective this 1st day of June, 1999.
INVESCO TREASURER'S SERIES FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice
ATTEST: President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Secretary